Curacao company formation
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Curaçao is a popular jurisdiction for company registration, especially in the gambling industry, due to its favorable tax environment and straightforward registration process.
WHAT ARE THE MAIN REQUIREMENTS TO REGISTER A COMPANY IN CURACAO?
Requirements for Companies
Under the foreign investment promotion program, foreign businesses in Curaçao are subject to the same requirements as local enterprises. Standard Company Registration Process: 1. Choose a business structure. 2. Prepare the required documentation. 3. Submit registration papers to the local Commercial Registry. Most entrepreneurs opt for a BV (private limited liability company) due to its legal flexibility. Entrepreneurs can establish a BV without a director’s position: management can be handled by shareholders (or a single shareholder). In this case, shareholders are responsible for company management, determining operational details, and delegating authority. However, if the company has a Board of Directors, it must include Curaçao residents (at least one individual or certified local trust company) to qualify for tax exemptions.
Requirements for a BV
A director’s position is not mandatory; the company can be managed by a Board of Shareholders. However, for specific business activities requiring a license in Curaçao, appointing a local manager or a registered resident representative is necessary. At least one shareholder (individual or legal entity) is required; no residency restrictions apply. Shareholders’ liability is limited to the value of the shares they hold. Nominee services are allowed. A registered address on the island and membership in the Chamber of Commerce are mandatory. Information about shareholders and ultimate beneficiaries is not publicly accessible. No minimum capital requirement. Financial record-keeping and annual audits are obligatory. Annual meetings of shareholders and owners must be conducted in Curaçao.
Requirements for NV (public limited liability company)
Similar to BV but requires at least one managing director (either an individual or a legal entity). The company must have at least one resident director or a registered resident representative.
Registration Timeline
Approximately 20 days, provided all required documents are submitted in full.
Company Registration Process, Stages, and Documentation Contact us north_east
Choosing a Company Structure
o Decide on the legal type of company (IBC, NV, or BV). o Appoint a director (non-residents are allowed). o Select a legal address in Curaçao.
Company Registration
o Submit the company’s deed of incorporation and articles of association to the Curaçao Chamber of Commerce. o Obtain the Certificate of Incorporation.
Opening a Bank Account
o The company must open a corporate bank account for financial operations. o Accounts can be opened with international or local banks in Curaçao.
Obtaining Licenses (if necessary)
Gaming companies must obtain a sublicense from one of Curaçao’s master license holders.
Tax ID and Reporting Registration
o After registration, the company receives a tax identification number and is registered for reporting purposes.
What is needed to register a company in Curacao?
To apply, you must provide a notarized copy of your passport, a certificate of good conduct, recommendations from a representative or bank, proof of address and a resume. All documents must be translated into English and Dutch and certified by a notary. At the time of application, all documents must be no older than a month. If the company is represented by several shareholders, you must indicate the share of each of them.
The package of documents includes:
several options for company names in order of priority;
a completed application indicating the types of commercial activities of the company, information about the founders and shareholders;
a copy of the applicant’s passport or other identity document;
a resume on behalf of the beneficiary indicating business experience in the chosen field of commerce;
confirmation of the founder’s real address – utility bills (heating, water, gas), bank statement (all certificates – no older than 3 months);
a letter of recommendation from the bank in the name of the owner, confirming that the client has a positive balance in the account;
a resume of the beneficiary;
if the directors and/or shareholders are legal entities, copies of the company’s constituent documents (charter, order appointing a director, etc.) will be required.
The receiving party has the right to request additional documents – for example, a certificate of no criminal record.
OUR SERVICES INCLUDE
Costs of Company Registration in Curaçao
- Registration Expenses: $1,500 to $5,000, depending on the type of company.
- Annual Maintenance: Administrative fees, legal address, and nominee services starting from $2,000 per year.
3. Gaming License: Sublicense costs range from $15,000 to $30,000 annually.
The corporate tax legislation in Curaçao underwent significant changes on January 1, 2020, shifting from a worldwide taxation system to a territorial one. What does this mean? Simply put, the tax amount is calculated based on the income and expenses incurred directly on the island during the year. Corporate Tax: 22% (standard rate). A reduced rate of 3% applies to the following activities:
- Designing, building, maintaining, and repairing ships and aircraft.
- Call centers and data processing centers working with large companies.
- Warehousing.
Other Taxes:
- Dividends and royalties: 0%.
- Capital gains: Not taxed separately, as they are included in general income and subject to standard taxation.
- Value-added tax (VAT): 5%.
- Investment institutions in Curaçao are tax-exempt if they have verified status.
Curaçao is an offshore jurisdiction with minimal tax burdens for businesses. If commercial activities are conducted on the island, up to 20% regular contributions may apply. However, Curaçao’s primary advantage is for the gambling industry, where licensed operations pay only 2% corporate income tax. How is the Tax Base Calculated? Let’s consider a Curaçao-based company conducting its main commercial activity outside the island or through a subsidiary. The formula for calculating the tax base in this scenario is straightforward: (Total expenses incurred in Curaçao / Total expenses of the company) × Total company income. Example: Suppose your Curaçao company develops software abroad and both procures and provides services outside Curaçao.
- Total company income from software sales abroad: $500,000.
- Total expenses for external services: $200,000 (expenses outside Curaçao).
- Necessary services in Curaçao (e.g., legal address, hosting, company renewal): $5,000.
Calculation: Expenses in Curaçao ($5,000) / Total expenses ($200,000) × Total income ($500,000) = $12,500. In this case, $12,500 becomes the taxable base, to which the effective corporate tax rate of 22% applies. The final tax amount would be $2,750 USD. The shift from a global to a territorial tax system impacts all legal entities registered in Curaçao, whether operating locally or taking advantage of the offshore zone for activities conducted outside the island. As demonstrated, proper tax planning and expense structuring can result in significant annual savings under Curaçao’s updated tax system.
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